BENEFIT TRUST

Section A. Establishment of the Trust

The Company will establish a trust dedicated to the payment of retiree health care and death benefits (the "Trust") pursuant to the welfare benefits plan described in Section E. The Trust will be designed to be a tax-exempt, voluntary employees' beneficiary association under section 501 (c)(9) of the Internal Revenue Code (the "Code"), which will accept assets from the similar tax-exempt trust maintained by LTV Steel Company.

Section B. Beneficiaries

The following individuals shall be beneficiaries of the Benefit Trust:

1. Retirees (including surviving spouses) and dependents from USWA-represented bargaining units who, by reason of any collectively bargained agreement between the Union and:

a. crv Corporation (or anyone of its direct or indirect subsidiaries, other than Copperweld Corporation or any direct or indirect subsidiary of Copperweld Corporation), were retired on or before March 31,2002, and at the time of retirement were eligible for retiree insurance benefits;

b. Bethlehem Steel Corporation (or anyone of its direct or indirect subsidiaries), were retired on or before May 8, 2003, and at the time of retirement were eligible for retiree benefits;

c. Acme Metals Incorporated, (or anyone of its direct or indirect subsidiaries,

other than Acme Packaging Corporation), were retired on or before June 1, 2002, and at the time of retirement were eligible for retiree insurance benefits; or

d. International Steel Group, Inc., (1) received a benefit under the Transition Assistance Program, and (2) as of May 8, 2003, had completed at least 15 years of continuous service with BetWehem and satisfied the requirements for a Normal, 62/15, 60/15 or 30-Year Retirement under a Pension Agreement between the Union and Bethlehem Steel Corporation (determined as if the termination of the Pension Plan of BetWehem Steel & Subsidiary Companies had not occurred).

2. Employees from USWA-represented bargaining units who retire from International Steel Group, Inc. with eligibility for retiree insurance coverage from ISG and are thereafter adversely affected by the elimination of such coverage resulting from the financial inability of ISG to provide such coverage or any unilateral action taken by ISG.

Section C. Company Contributions

1. The Company shall make the following contributions to the Benefit Trust:

a. Amounts equal to the obligations of the Benefit Trust (including but not

                    limited to benefit payments and administrative expenses, but excluding

Settlor Expenses as defined in Section I) as such obligations are incurred, in amounts not to exceed $25 million beginning with the Effective Date and increasing by another $25 million nine months thereafter. Company contributions under this paragraph shall reduce each Variable Contribution described in Section C-l-c below by 33% until such time as the Variable Contributions have been reduced by a total of $50 million.

b. Within 15 days of the end of each fiscal quarter, a contribution of $10.00 for each hour that any Employee worked in excess of fifty-six (56) hours in any payroll week unless such hours were worked pursuant to an approved alternative work schedule and an additional $10.00 for each hour that any Employee worked in excess of forty (40) hours in any payroll week in those departments in which any Employees are on non-voluntary layoff.

                        c. Within 45 days of the end of each fiscal quarter, a Variable Contribution

                   consisting of the following:

                                           (1) Ten Percent (10%) of Operating Cash Flow between 1\venty

                                   Dollars ($20) and Thirty Dollars ($30) of Operating Cash Flow

                                   Per Ton Shipped;

                                       (2) twenty Percent (20%) of Operating Cash Flow between Thirty

                                   Dollars ($30) and Forty Dollars ($40) of Operating Cash Flow

                                   Per Ton Shipped;

                                (3) twenty-Five Percent (25%) of Operating Cash Flow between forty

                                   Dollars ($40) and Sixty Dollars ($60) of Operating Cash Flow Per

                                   Ton Shipped; and

                               (4)twenty Percent (20%) of Operating Cash Flow above Sixty Dollars

                                   ($60) of Operating Cash Flow Per Ton Shipped.

2. For the purposes of the Benefit Trust:

a. Operating Cash Flow shall be defined as Earnings Before Interest, Taxes, Depreciation and Amortization of the Company, less any costs or expenses associated with the Profit Sharing Plan set forth in Article Nine, Section E ­Profit Sharing of the Basic Labor Agreement between the parties, calculated on a consolidated basis in accordance with United States Generally Accepted Accounting Principles (GAAP), with the following exclusions:

(1) income or loss related to any charges or credits (whether or not identified as special credits or charges) for unusual, infrequently occurring or extraordinary items, including credits or charges for plant closures, business dispositions and asset sales that are not normal operating charges or credits of the Company;

(2) any expense attributable to the allocation or contribution of stock

                                   to Company employees; and

(3) any payments, fees or other expenses that are not in the normal course of business paid directly or indirectly to any person or entity who directly or indirectly owns or controls any equity or equity-like interest in the Company.

b. Tons Shipped shall be defined as tons of steel products sold to third

      parties.

Section D. Review of Contributions

Upon the close of each fiscal quarter, the Company shall provide the Union for its review a detailed report of the amount of any Company Contribution including, any Settlor Expenses to be credited against any contribution under Section C-l-c, and in cases where the Company claims that no contribution is due under either Section C-l­b or C-l-c above, the information supporting such a claim by the Company. The Union shall have the right to review and audit any information, calculation, or other matter concerning a Company determination under this Exhibit A-6 affecting its amount of contributions. The Company shall provide the Union with any information reasonably requested in connection with such review.

Section E. Adoption of the Plan

The Company will adopt and maintain the International Steel Group, Inc, Retiree Welfare Benefits Plan (the "Plan") document providing the terms and conditions of the Benefits described in exhibits thereto.

Section F. Benefits

The Company will determine the Benefits to be described in, and provided under, the Plan (the "Benefits"). For purposes of this Exhibit A-6, Benefits will include, without limitation, which beneficiaries will receive which benefits, the amount of the benefits, the funding of the benefits, whether the benefits will be insured and by what insurer, and the method by which the benefits will be delivered and by which provider.

Section G. Plan Administration

The Company, or its designee, will administer the Plan and manage the Trust.

Section H. Trustee and Service Providers

The Company will designate a financial institution to serve as the trustee. The Company will retain professional service providers as may be necessary or appropriate to keep the Plan and Trust in compliance with the law and to invest the Trust's assets.

Section I. Expenses

The reasonable costs of administering the Plan and managing the Trust will be paid out of the assets of the Trust. The reasonable costs of establishing the Trust, adopting the Plan and determining the Benefits ("Settlor Expenses") will be paid by the Company and credited against the Company's Variable Contribution due under Section C-l-c.

Section J. Bargaining Obligations

1. The Company will bargain with the Union regarding the fulfillment of its obligations under Sections A, E, and E Initially, the Company and the Union will